Welcome to HomeExchange.com. HomeExchange.com and its affiliated websites
(the “Affiliated Websites, and together with HomeExchange.com, the
“Websites”) are operated by HomeExchange.com Inc. and its affiliates
(collectively, “HomeExchange”). These Terms of Use and Membership are
between you and HomeExchange. Our Affiliated Websites can
be found here.

These Terms of Use and Membership govern our respective rights and
obligations. Please note that your use of the Websites and your
HomeExchange membership are also governed by other agreements including the
Privacy Policy, which is incorporated into these HomeExchange Terms of Use
and Membership (“Terms”
). In case of any conflict among these Terms and the Privacy Policy,
these Terms shall govern unless expressly stated herein.
By using the Websites as a visitor or a Member (as defined herein), you
agree to be bound by these Terms.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITES AS A GUEST OR
AS A MEMBER. BY CONTINUING TO ACCESS OR USE THE WEBSITES OR SERVICES
PROVIDED BY HOMEEXCHANGE, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS.

If you do not agree with these Terms, you do not have the right to access
the Websites or utilize any of the services provided by HomeExchange.

A few important points:

· You are only eligible to use the Websites if you are at least eighteen
(18) years of age.

· We may update these Terms from time to time and such changes will become
applicable to you if you continue to use the Websites at any time after
such changes are posted. We will notify you of any changes made to these
Terms by changing the “Last Updated” date at the top of these Terms. Review
any changes, and if you do not agree to them, please stop using the
Websites.

I.
DEFINITION OF TERMS

“Agreement” means the agreement between you and us
incorporating these Terms and the Privacy Policy, as amended from time to
time in the manner set forth herein;

“Exchange” means the act of making your home or other
accommodation available to another Member, whether Balloon, Reciprocal,
Simultaneous, Non-simultaneous, or Hospitality Exchange. The types of
Exchanges that are offered through the Website can be found here, and are
explained in further detail herein:

“Host Member” means a Member offering the use of his or
her property to another Member pursuant to an Exchange agreed to in
accordance with these Terms.

“Hosted Member” means a Member using the property
belonging to a Host Member pursuant to an Exchange agreed to in accordance
with Terms.

“Listing” means any property described on the Website(s)
published by a Member. Listings may include, without limitation, homes,
townhomes, flats, condominiums, apartments, boats, RVs, campsites, and any
type of property which can reasonably be expected to provide a nightly
accommodation and which you have the legal and contractual right to offer.
Each Listing has a unique identification number on the Websites.

“Member” is a person who is enrolled in the Club, as
defined hereunder.

“Membership” is your membership in the Club.

“We”, “us”, “our,” and
the “Club” means HomeExchange; and

“I”, “you”, “your”, “ yourself” means any Member or Guest who uses any of the
Websites and/or accesses the services of the Club.

II.
GENERAL USE OF THE WEBSITES

The Websites may contain areas in which you may post or submit information
(“UserContent”). Please review these
terms carefully. We reserve the right to remove or refuse any User Content
that does not comply with the rules set forth herein.

When using the Websites, you agree that you will:

(i) Only post User Content to the Websites if you have all permissions and
rights needed to make that content available, including from any
individuals who appear or are mentioned in your User Content.

(ii) Not provide false or misleading information to any Guest, Member, or
the Club.

(iii) Not post on the Websites, or transmit to other Guests, Members, us,
or our employees, any defamatory, inaccurate, abusive, obscene, profane,
offensive, sexually oriented, threatening, harassing, racially offensive,
or illegal material or communication, or any material that infringes or
violates another party's rights (including, but not limited to,
intellectual property rights, and rights of privacy and publicity).

(iv) Not use any of the Websites or the Club to violate any applicable law
and do not post or send any content or engage in any conduct that subjects
any Guest, Member, or us to any threat of civil or criminal penalties.

(v) Not upload or transmit any files that contain viruses, corrupted files,
Trojan horses, malicious code, or any other similar software or programs
that may harm the operation of another's computer or gain otherwise
unauthorized access to the computer.

(vi) Not advertise to or solicit other Members or Guests to buy or sell any
products or services. Any attempt to collect or use email addresses from
Members and email individual Members or groups of Members other than for
the purpose of arranging an Exchange between Members is in violation of
these Terms of Use.

(vii) Not accept payment from a third party in exchange for performing any
commercial activity on the Websites in violation of these Terms without
HomeExchange’s express permission.

(viii) Not impersonate any person or entity or falsely state or
misrepresent your affiliation with any person or entity

You further agree that:

(i) You assume all liability for your use of any information appearing on
any of the Websites.

(ii) You have the authority to enter into this Agreement, to post your
Listing and to offer it for Exchange.

(iii) You are solely responsible for your communications and relationship
with other Members.

(iv) HomeExchange reserves its right to sign out, terminate, delete, or
purge your Listing and related information from the Website and our servers
if you have not signed in to the service for a particular period of time,
as determined by us, in our sole discretion.

Any web address or URL links must be approved by HomeExchange. Email
addresses and other contact information must reside only in the authorized
locations within the Listing. All other references to specific web
addresses, websites, email addresses or phone numbers may be removed
without notice.

III.
CLUB SERVICES

Members
. Only Members can use the Websites to arrange for and register Exchanges.
Members also are entitled to certain services subject to these Terms,
including the right to access the Websites, create Listings, save searches,
and contact other Members.

Guests
. If you have not elected to join as a Member but use the Website, you do
so as a Guest of the Club (a “Guest”). Guests may be offered access to
privileges that are similar to those offered to Members, but such access
may be limited by the Club, in its sole and absolute discretion. For
instance, Guests will be allowed limited rights to browse the Websites, but
will not be able to initiate Exchanges. When using any of the Websites or
Club services, Guests agree to comply with all of the requirements herein.

Listing a Property
. Only active Members can create a listing offering their property for an
Exchange (“Listing”). Members can list permanent residences and vacation
homes. The Club relies on the integrity and responsibility of the Members
who choose to list their property and is only responsible for publishing
their Listings on the Websites. The Club does not verify the existence or
accuracy of the description of any Listing and does not guarantee an
Exchange of any kind other than as explicitly set forth on the Websites.
Members may “hide” or “unhide” their Listing at any time and at no charge
by logging in to their Listing page and choosing that option.

Sending and Receiving Inquiries
. Only active Members can send and receive inquiries about Exchanges.

Exchanges
. Once Members are confident that they would like to exchange and have
fully agreed to dates and all other details using our secure messaging
system or otherwise, the Members must register the Exchange using the
digital HomeExchange Agreement. The digital HomeExchange Agreement can be
accessed at the bottom of any message trail in the HomeExchange Inbox. For
additional information on arranging an Exchange and entering into an
Exchange Agreement, please visit
https://homeexchange.zendesk.com/hc/en-us/articles/115004197005-Home-Exchange-Agreement

IV.
ELIGIBILITY

You are not eligible for Membership in the Club if you are under the age of
eighteen (18) or you are otherwise incapable of forming a legally binding
contract. Your Membership is for your sole, personal use. Companies and
businesses may not be Members.

V.
MEMBERSHIP TERMS AND CONDITIONS.

You may not authorize others to use your Membership, and except as
otherwise expressly provided in the Section entitled “Right to Assign”
below, you may not assign or otherwise transfer your account to any other
person or entity.

A. MEMBER CANCELLATION AND REFUND POLICY

Cancelling within Sixty (60) days.
If you decide to cancel your HomeExchange subscription within sixty (60)
days after the processing of your payment for your subscription, have not
registered or confirmed an Exchange and do not have any outstanding
Exchanges pending, you can do so by clicking on the HomeExchange “Contact
Us” link at the bottom of all site pages and then submitting a cancellation
request to “Payment Questions.” Please include the email address associated
with your Membership and your Listing identification number in your
cancellation request. The cancellation request for a full refund must be
received by sixty (60) days after the process of your payment for your
subscription to receive a full refund. A full refund for your annual
subscription will be refunded to your credit card or PayPal account
depending on your payment method within three to five (3-5) business days
after your refund is approved. Your subscription service will be terminated
immediately upon HomeExchange’s approval of your refund and all Balloons
(as defined herein) earned by the Member will be cancelled at that time.

Cancelling after Sixty (60) days.
If you decide to cancel your HomeExchange subscription more than sixty (60)
days after the processing of your payment for your subscription, have not
conducted any Exchanges (including the use of a Balloon) during the current
Membership, and do not have any outstanding Exchanges pending, you can do
so by clicking on the HomeExchange “Contact Us” link at the bottom of all
site pages and then submitting a cancellation request to “Payment
Questions.” Please include the email address associated with your
Membership and your Listing identification number in your cancellation
request. A prorated refund of your annual subscription will be refunded to
your credit card or PayPal account depending on your payment method within
three to five (3-5) business days after your refund is approved. The
prorated refund amount will be prorated to include the number of days from
the date of the approval of your refund to the end of your annual
subscription. Your subscription service will be terminated immediately upon
HomeExchange’s approval of your refund and all Balloons earned by the
member will be cancelled at that time.

Partial refunds for Improper Charges.
If you believe that you have been improperly charged or the amount of your
subscription is incorrect, you may request a partial refund within sixty
(60) days of your payment of your annual subscription. You can do so by
clicking on the HomeExchange “Contact Us” link at the bottom of all site
pages and then submitting a request to “Payment Questions.” Please include
the email address associated with your Membership and your Listing
identification number in your request. If your partial refund is approved,
the partial refund will be refunded to your credit card or PayPal account
depending on your payment method within three to five (3-5) business days
after your partial refund is approved.

B. PROMOTIONAL TRIAL MEMBERSHIPS

The Club will sometimes offer certain customers various trial or other
promotional Memberships, which are subject to these Terms except as
otherwise stated in the promotional offers. Trial Members may, at any time,
choose not to commit to paid Membership by cancelling prior to the end of
the trial period. Trial Members can notify the Club that they choose not to
commit to paid Membership by clicking on the HomeExchange “Contact Us” link
at the bottom of all site pages and submitting a cancellation request.
Please include the email address associated with your Membership and your
Listing identification number in your cancellation request. If a trial
offer or a promotion requires you to have a valid payment instrument on
file, such as a credit card or other permitted payment method, we may
validate that payment method including by requesting a temporary
authorization from the financial institution issuing your payment
instrument. If we determine that your payment method is invalid, without
limiting any of our other rights, we may revoke any benefits, credits or
content you may have received as part of the offer.

C. GUARANTEE YEAR

If a Member doesn’t arrange an Exchange in their first year of paid
Membership, the second year of Membership is granted free of charge. To
qualify for a Guarantee Year, you must apply to HomeExchange and you must

1. Have been a paying Member for one year;

2. Have posted a Listing which is at least 34% complete, containing at
least one photograph;

3. Have the Listing visible on the Website for at least ten (10) months of
the year; and

4. Have sent at least five (5) Exchange inquiries to other Members.

D. HOMEEXCHANGE BALLOON PROGRAM

All Members are provided with access to our Balloon Program. Members are
also given the option to opt out of the program at any time.

Balloons can be earned by registering to host another Member who holds a
Balloon within the first year of Membership. If a Member has not been able
earn a Balloon within the first year, we will gift one Balloon upon receipt
of that Member’s first renewal payment. If the Membership payment is made
early, the Balloon will not be credited until the end of the first year.

If renewal Membership is paid early and the Member receives a Balloon from
another Member before the actual expiry date of Membership, that Member
will not receive a gift Balloon from us.

As with all Exchanges, Balloon Exchanges must be registered through the
site prior to the Exchange taking place.

If the Host cancels a registered Balloon Exchange, irrespective of the
reason, the Balloon must be returned to the Guest. If the Host Member has
already used the Balloon prior to the cancellation, they will be removed
from the Balloon program and their Membership may be terminated.

If the Guest cancels a Balloon Exchange irrespective of the reason, it is
at the discretion of the Host whether the Guest receives their Balloon
back. If the Host chooses not to confirm the cancellation, the Guest will
lose their Balloon.

A Balloon cannot be requested for the second part of a non-simultaneous
exchange which hasn’t been completed.

Balloons are non-transferrable except through the HomeExchange Balloon
Program and must be redeemed for a genuine stay.

You cannot host the same Member via the Balloon Program more than once in
any consecutive three hundred sixty five (365) days.

You cannot request to be hosted via the Balloon Program unless you have a
Balloon.

If a Membership is cancelled or expires, all Balloons in that account will
expire immediately upon the cancellation or expiration of the Membership.
If the Membership is renewed within thirty (30) days of expiration, the
Balloons will be reinstated.

If any of the clauses in these Terms or in the Privacy Policy are breached,
we reserve the right to permanently remove the Member from the Balloon
Program and if deemed necessary, to also terminate his or her Membership.

E. REFUNDS IN THE EVENT OF TERMINATION OF YOUR MEMBERSHIP

As further explained below, we may terminate your Membership at our
discretion without notice. If we do so, unless otherwise set forth in these
Terms, we will give you a prorated refund based on the number of days
remaining in your Membership. However, notwithstanding anything to the
contrary set forth herein, we will not give any refund for termination
related to conduct that we determine, in our discretion, violates these
Terms or any applicable law, involves fraud or misuse of the Websites or
Club, or is harmful to our interests or another user. Our failure to insist
upon or enforce your strict compliance with these Terms will not constitute
a waiver of any of our rights.

F.
OUR RIGHT TO REFUSE SERVICE AND SUSPEND OR TERMINATE MEMBERSHIP

The Club reserves the right to refuse service to anyone, terminate any
Membership, or remove any Listing, for any reason and at any time, at our
sole and absolute discretion.

Grounds considered for termination may include, without limitation,
behavior the Club considers to be inappropriate, including in connection
with the review of any dispute, and any action that we feel compromises the
reputation or security of the Websites, adversely affects other Members or
their property, or any action that we believe may be detrimental to the
Club. The Club further reserves the right to terminate any Membership if it
determines, in its sole and absolute discretion, that a Member has violated
these Terms; if any information provided by a Member is found to be
materially misrepresented, or if a Member’s Listing or actions are in
violation of any law or any provision of these Terms, including if such
Member’s account has been suspended or terminated in the past.

VI.
MEMBERSHIP CODE OF CONDUCT

If you are a Member, you agree to abide by the following Membership Code of
Conduct:

A. Listings

(i) You shall not provide false or misleading information to the Club or
its Members, and are obligated to accurately describe your Listing on the
Websites and in all correspondence with the Club and its Members. All
Listings shall reflect an accurate description of the property, including,
without limitation, the type, number and size of rooms, and photos or
videos of the property. Any interior or exterior photos posted must be of
the property offered for Exchange, unless specifically indicated. The
omission of any detail which a reasonable person may find relevant may be
treated the same as an inaccurate description.

(ii) You shall only post information and photographs related to one
property on each Listing.

(iii) You shall only post Listings on your own behalf. You shall not post a
Listing on behalf of another person.

(iv) You shall not use the Websites or a Listing to offer other properties
than those described in your Listing or Listings.

(v) Any Listing you publish on the Websites shall be posted for the
exclusive purpose of seeking an Exchange with other Members. Renting rooms
or homes is not permitted on the Website(s). Although we recognize that
many Members do rent their homes through other peer-to-peer rental sites,
renting or any commercial activities are expressly prohibited on the
Websites. Listings may not contain details relating to rental or links to
rental websites and Members must not instigate contact with other Members
to offer their property for rental or respond to an exchange request with
the offer of rental.

(vi) Until you have registered your Exchange, you are under no obligation
to Exchange with any other Member who has contacted you or whom you have
contacted. As stated above, an Exchange is considered “registered” if the
Members have entered into the digital Exchange Agreement provided on the
Websites by HomeExchange.

(vii) You shall not advertise to or solicit other Members to buy or sell
any products or services.

(viii) Any Listing you post shall not breach any agreements you have
entered into with any third parties, including but not limited to
homeowners’ associations, co-op or condominium boards, landlords, and
insurance companies, and must comply with all laws, rules, and regulations
applicable to you and your property. You are responsible for investigating
and adhering to all local regulations including, but not limited to,
permits, licenses, occupancy taxes, zoning, rules and restrictions
applicable to co-ops, condominiums, Home Owners Associations, and other
common interest developments, and safety compliance.

(ix) You are responsible for ensuring that your Account contains relevant
and current contact information including your name, email address and
telephone number.

B. Negotiating an Exchange

(i) You are expected to be understanding of the small obstacles associated
with dealing with personal, cultural and language differences.

(ii) You are responsible for conducting your own investigation regarding
any and all claims and disclosures made by prospective Exchangers, owners
or agents, whether or not Members, who have contacted you.

(iii) If you negotiate an Exchange on behalf of additional guests, you are
required to ensure that every additional guest meets any requirements set
by the Host Member, and is made aware of and agrees to these Terms and any
terms, rules, or restrictions set by the Host Member. If you are
registering for an additional guest who is a minor, you represent and
warrant that you are legally authorized to act on behalf of the minor.
Minors may only participate in an Exchange if accompanied by an adult
Member who is responsible for them.

(iv) You should carefully review the Listing and any correspondence to
ensure that you (and any additional guests you are booking for) meet any
minimum age, proficiency, fitness, or other requirements which the Host
Member has specified in the Listing or the negotiations. You are required
to inform the Host Member of any medical or physical conditions or other
circumstances that may impact your and any additional guest’s ability to
safely participate in any Exchange. You are responsible for identifying,
understanding, and complying with all laws, rules and regulations that
apply to your participation in an Exchange.

(v) Members are prohibited from (1) initiating contact with other Members
with offers to rent their homes and (2) responding to Exchange inquiries
with offers to rent their homes. Correspondence between Members should be
for sole purpose of arranging an Exchange between and among Members.

(vi) Members are prohibited from discriminating against or harassing anyone
on the basis of race, national origin, religion, gender, gender identity,
physical or mental disability, medical condition, marital status, age, or
sexual orientation, or otherwise engaging in any abusive or disruptive
behavior.

C. Registering an Exchange/Cancelling a Registered Exchange

(i) Members should not register an Exchange unless they intend to fulfill
that commitment. Cancelling or changing a registered Exchange can have
financial consequences to you and your Exchange Partner. You will honor any
and all obligations you make to Exchange Partners and use best efforts to
mitigate any loss caused by your failure to do so. If, for any reason you
cancel or change a registered Exchange (with or without justification), you
will assist your Exchange Partner in making substitute arrangements,
finding alternative accommodations, paying reasonable compensation for such
accommodations if necessary, and/or by reimbursing your Exchange Partner
for non-refundable travel expenses. The Club will assist in these efforts
if contacted by a Member. However, HomeExchange is in no way responsible
for and shall have no obligations to assist with an Exchange that is not
registered through the Websites. If you fail to fulfill any obligations, as
determined in the sole discretion of the Club, your Listing may be removed
from the site and your Membership may be permanently canceled, without
refund.

D. Responsibilities Towards Exchange Partners

(i) Host Members must keep any property subject to an exchange in a clean,
sanitary, and livable condition before the arrival of an Exchange Partner.
Unless expressly stated on the Listing or in the agreement with your
Exchange Partner, your property must include running water, electricity,
and any additional amenity agreed upon with your Exchange Partner.

(ii) Host Members must leave detailed instructions for the home and
appliances and include emergency contact names and telephone numbers for
the Hosted Member. Hosted Members must adhere to all of the Host Member’s
instructions during the Exchange.

(iii) Exchange Partners must adhere to the registered Exchange Agreement
made between them.

(iv) Exchange Partners must treat each other with courtesy and treat each
other’s property as they would treat their own.

(v) If you or your guests cause any damage to your Host Member’s property,
you must notify the Host Member immediately and compensate your Host Member
for any replacement or repair necessitated by such damage.

(vi) You must ensure that the Host Member’s property is fully secured when
it is not occupied, including setting any security alarms and abiding by
any security instructions left by the Host Member.

(vii) You must leave the Exchange no later than the time mutually agreed
upon between you and the Host Member. If you stay past the agreed upon
checkout time without your Exchange Partner’s consent (“Overstay”), you no
longer have a license to stay on your Exchange Partner’s property and your
Exchange Partner is entitled to make you leave in a manner consistent with
applicable law. In addition, you agree to pay, if requested by your
Exchange Partner, for each twenty-four (24) hour period (or any portion
thereof) that you Overstay, any fees reasonably necessary to cover the
inconvenience suffered by your Exchange Partner, plus all any legal
expenses incurred by your Exchange Partner to make you leave (collectively,
“Overstay Fees”).

(viii) You must leave your Host Member’s property in as good or better
condition than you found it.

Members have a reasonable expectation of privacy while exchanging. You
expressly agree to disclose the existence of any security cameras or other
surveillance equipment on or around your property to your Exchange Partners
by posting this information on your Listing and/or in your communications.
Certain uses of surveillance equipment may violate the law in your
jurisdiction. As HomeExchange cannot provide specific legal advice, you
agree to familiarize yourself and comply with applicable laws and
regulations.

This provision is intended to create a binding legal obligation that may
increase your obligations beyond those imposed by the laws in your region.
Failure to comply will result in the immediate termination of your
Membership and may have serious legal and financial consequences to you.

F. Consequences of a Violation

Should you violate any terms of the Membership Code of Conduct,
HomeExchange reserves the right to take certain remedial actions, including
but not limited to permanently cancelling your Membership without refund.
If your Exchange Partner has violated the Membership Code of Conduct or any
of these Terms, please contact us at: support@homeexchange.com

The Websites are a service offered by HomeExchange, a private membership
organization, and any information that is exclusively available to Members
is private and not in the public domain. All content made available
exclusively to Members is for the purpose of arranging home Exchanges
between Members.

The Websites shall not be used for any solicitations or for any commercial
use. Data mining of information from the Websites and/or collecting or
storing Personal Information about Members is strictly prohibited. Any
attempt to collect or use Personal Information from Members or contacting
Members or groups of Members other than for the purpose of arranging an
Exchange between Members is in violation of these Terms of Use.

Inquiries and communications may be monitored and filtered by the Club
prior to delivery to Members. The Club is not responsible for undelivered
inquiries or for missed income as a result of undelivered inquiries.

COMMUNICATIONS SENT BETWEEN YOU AND OTHER MEMBERS THAT ARE NOT READILY
ACCESSIBLE TO THE GENERAL PUBLIC MAY BE REVIEWED BY US FOR COMPLIANCE WITH
THESE TERMS, BUT WILL BE TREATED BY US AS PRIVATE TO THE EXTENT REQUIRED BY
APPLICABLE LAW. WE SHALL HAVE THE RIGHT TO REMOVE ANY SUCH CONTENT THAT, IN
OUR SOLE DISCRETION, VIOLATES, OR IS ALLEGED TO VIOLATE, THE LAW OR THESE
TERMS. NOTWITHSTANDING THIS RIGHT, YOU REMAIN SOLELY RESPONSIBLE FOR THE
CONTENT OF THE MATERIAL YOU POST AND COMMUNICATIONS YOU EXCHANGE.

The Club does not participate in or tolerate the sending of Unsolicited
Commercial Email (“SPAM”). The Club reserves the right to cancel (without
refund) any Member that mentions the Club or any of its associated
websites, URLs, or any associated Club email address in any SPAM message.
The Club reserves the right to cancel (without refund) any Member that uses
the Club to send any solicitations other than personal Exchange requests or
replies. Any violation of this paragraph shall subject the violator to
severe penalties and you shall indemnify and hold the Club harmless from
and against any and all costs and damages incurred by the Club as a result
of such violation.

VIII.
INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT

A. USER CONTENT

Ownership of Content.
User Content is owned by you or whoever created it. By submitting or
posting any User Content on the Website, you grant us a non-exclusive,
transferable, sublicensable, royalty-free, irrevocable, worldwide license
to use, copy, perform, reproduce, promote, publish, display and distribute
any User Content and all copyright, in and to, each and every photograph,
video, and all information related to your Listing or User Content. You
grant these rights to us free of charge and without any commitment of an
attribution as to authorship, ownership or other similar reference. You
represent and warrant that you have the right to grant the rights and
license in this paragraph. Please do not post any User Content unless you
have permission from the person who took the picture and anyone who is
depicted in the picture. We will be entitled to use your User Content
without incurring obligations of confidentiality, attribution, or
compensation to you.

Liability.
You are responsible for determining whether User Content or information is
protected by copyright, trademark, trade secret, right of publicity or
other proprietary right. Except for that information which is in the public
domain or for which you have been given express written permission you
agree not to upload, post, or otherwise transmit any User Content or
information protected by copyright, trademark, trade secret, right of
publicity or other proprietary right without the express permission of the
owner of such copyright, trademark, trade secret, right of publicity or
other proprietary right. You shall be solely liable for any damage
resulting from any infringement of copyrights, trademarks, trade secrets,
rights of publicity or other proprietary rights or any other harm resulting
from such a submission. We take no responsibility for, we do not expressly
or implicitly endorse, and we expressly disclaim any liability for the
conduct of any Guests or Members or for any views, opinions or statements
expressed in any User Content on the Websites. You use the Websites and
view the User Content strictly at your own risk.

We reserve the right to revoke your use or access to the Websites at any
time, in our discretion, including, without limitation, if we believe that
your conduct violates applicable law or is harmful to the interests of
HomeExchange or its subsidiaries and affiliates.

B. WEBSITE CONTENT

Except for User Content, all of the content on the Websites – including
materials, text, images, software, scripts, code, designs, graphics,
photos, sounds, music, videos, applications, interactive features, and
other content (“Website Content”) – is owned by
HomeExchange or others we license the Website Content from, and is
protected under the United States’ and other countries’ copyright laws.

All trademarks, logos, service marks and trade names are owned, registered,
and/or licensed by HomeExchange or its parent or affiliate companies.

You agree not to change or delete any ownership notices from materials
downloaded or printed from the Website.

You agree not to copy, edit, translate, display, distribute, download,
transmit, sell, redistribute, publish, or create derivate works from any
content appearing on the Website, including Website and User Content,
without our prior written consent, unless it is your own User Content that
you legally post on the Website.

C. COPYRIGHT POLICY

We respect the intellectual property rights of others and require that you
do the same. If you believe that your proprietary work has been copied in a
way that constitutes copyright infringement, please forward the following
information to the Company’s Copyright Agent, designated as such pursuant
to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named
below:

· A physical signature of the person authorized to act on behalf of the
owner of the copyright;

· A description of the copyrighted work that you claim has been infringed;

· A description of where the material that you claim is infringing is
located on the Services;

· Your address, telephone number, and email address;

· A statement by you that you have a good faith belief that the disputed
use is not authorized by the copyright owner, its agent, or the law; and

· A statement by you, made under penalty of perjury, that the above
information in your notice is accurate and that you are the copyright owner
or authorized to act on the copyright owner’s behalf.

Copyright Agent:

HomeExchange.com Copyright Agent

c/o Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Phone: 212-407-4000

Email: homeexchangecopyrightagent@loeb.com

IX.
PRIVACY

X.
LINKS TO OTHER WEBSITES

The Websites may contain links to other sites maintained by third parties.
These links are provided only as a convenience to you. HomeExchange, its
subsidiaries and affiliated companies have no control over, and are not
responsible for any content, products or services offered by or found on
third party sites, or their privacy policies. Links to third party sites do
not constitute an assumption of liability or sponsorship, endorsement or
approval of these sites or the content contained in these sites.

XI.
WARRANTY DISCLAIMER

Use of any of the Websites and any information obtained from the Websites
is at your sole risk. The Club makes no guarantees or warranties, either
express or implied, regarding any Exchange and/or the properties, personal
and/or real, included in any Listing or Exchange available through the
Websites. The Club makes no warranty of any kind, express or implied, as to
the Listings, Exchange Partners, or any other information contained on the
Websites, including, but not limited to, accuracy and non-infringement. The
Club has the right, but not the obligation, to pre-screen, monitor or
remove any User Content. The Club uses various tools and procedures
designed to screen Members; however, the Club does not perform background
checks, require references or its prospects, or accept any obligation to
independently verify the information posted by its Members on their
Listings. The Club makes no representations or warranties as to the conduct
of Members or Guests, or the adequacy of a Member's property published on a
Listing, including as to whether a relationship between Members complies
with federal, state, or local laws, third party agreements, or other rules
and regulations.

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF AND RELIANCE ON ANY
INFORMATION OBTAINED FROM OR THROUGH THE WEBSITES. YOUR USE OF THE WEBSITES
IS AT YOUR OWN RISK. THE WEBSITES AND ANY FEATURE ON THE WEBSITES ARE
PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. THE HOMEEXCHANGE AND ITS
SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, AND LICENSEES (the “ HOMEEXCHANGE PARTIES”) MAKE NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE ACCURACY OF ANY
INFORMATION INCLUDED ON THE WEBSITES, THE OPERATION OF THE WEBSITES OR THE
INFORMATION, CONTENT, FEATURES, MATERIALS, OR PRODUCTS INCLUDED HEREIN.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE HOMEEXCHANGE PARTIES
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY
RIGHTS, AND FREEDOM FROM ERRORS, VIRUSES, BUGS, OR OTHER HARMFUL
COMPONENTS.

In no event shall the Club be liable for any damages whatsoever, whether
direct, indirect, general, special, compensatory, consequential, and/or
incidental, arising out of or relating to the conduct of you or anyone else
in connection with the use of the Website and/or HomeExchange’s services,
including without limitation, bodily injury, emotional distress, and/or any
other damages resulting from communications or meetings with other
registered users of this service.

XII.
LIMITATION OF LIABILITY

THE HOMEEXCHANGE PARTIES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND
ARISING FROM THE USE OF THE WEBSITES OR THE ACCURACY OF ANY INFORMATION
INCLUDED HEREIN, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES RESULTING FROM
LOSS OF USE, DATA, OR PROFITS, OR BUSINESS INTERRUPTION ARISING OUT OF OR
IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITES, ANY DELAYS ON THE
WEBSITES, OR THE INABILITY TO USE THE WEBSITES, ANY PORTION THEREOF, OR ANY
HYPERLINKED WEBSITES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT
LIABILITY OR OTHERWISE, EVEN IF THE HOMEEXCHANGE PARTIES HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.

YOU ACKNOWLEDGE THAT HOMEEXCHANGE DOES NOT CONTROL, IN ANY RESPECT, ANY
INFORMATION, PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH ANY
WEBSITE INCLUDING THE WEBSITES.

Opinions, advice, statements, offers, or other information or content made
available through the Websites, but not directly by us, are those of their
respective authors, and should not necessarily be relied upon.

WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY
INFORMATION ON THE SERVICE AND WE NEITHER ADOPT NOR ENDORSE, NOR ARE WE
RESPONSIBLE FOR, THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR
STATEMENT MADE BY ANY PARTY OTHER THAN US. UNDER NO CIRCUMSTANCES ARE WE
RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANY PERSON'S RELIANCE ON
INFORMATION OR OTHER CONTENT POSTED ON THE SERVICE OR TRANSMITTED TO
MEMBERS.

Some jurisdictions do not allow the disclaimer, exclusion or limitation of
certain warranties, liabilities and damages, so some of the above
disclaimers, exclusions and limitations may not apply to you. In such
jurisdictions, the liability of the HomeExchange Parties will be limited to
the fullest extent permitted by applicable law.

XIII.
INDEMNIFICATION

You agree to indemnify and hold harmless the HomeExchange Parties, from any
injury or damage suffered directly or indirectly as a result of the use of
your property or use by the Exchange Partner of your property and/or your
use of the Exchange Partner’s property including but not limited to: (i)
any claims for injury or damage to person or property arising from a
property you own; (ii) any claims for injury or damage to person or
property arising from a property transaction to which you are a party;
(iii) a violation of these Terms of Use or Privacy Policy by you or anyone
using your computer (or Account, where applicable); (iv) a claim that any
use of the Websites by you or someone using your computer (or Account,
where applicable) infringes any property right of any third party; (v) any
misrepresentation by you; or (vii) any breach of any Listing, Exchange or
agreement to be performed by you. You agree to pay any and all costs,
damages and expenses, including, but not limited to, reasonable attorneys’
fees and costs awarded against or otherwise incurred by or in connection
with or arising from any such claim, suit, action or proceeding
attributable to any such claim.

XIV.
MEMBER DISPUTES AND RELEASE

HomeExchange cannot be held responsible for any events that occur as a
result of any relationship between Members or Guests using the Websites.
Any disputes arising from the use of the Club or the Websites must be
settled between the parties who directly participated in the transaction or
other use of the property in question. Members shall use their best efforts
to attempt to resolve disputes arising out of or relating to an Exchange by
amicable discussion. If you have a dispute with one or more of our Members
or Guests, you release the HomeExchange Parties (and our officers,
directors, agents, subsidiaries, joint ventures, and employees) from any
claims, demands and damages (actual and consequential) of every kind and
nature, known and unknown, arising out of or in any way connected with such
dispute.

To contact us regarding a dispute, please email support@homeexchange.com

XV.
THIRD PARTY DISPUTES AND RELEASE.

You shall remain solely responsible for any claims, demands, or damages
arising out of the breach or violation of third-party agreements or
obligations to which you or your property are subject, including but not
limited to lease agreements, insurance policies, home owners’ association
regulations, condominium or co-op board bylaws, and state and local law.
You release the HomeExchange Parties from any claims, demands, and damages
(actual and consequential) of every kind and nature, known and unknown,
arising out of in any way connected any third-party agreement or
obligations to which you or your property are subject.

XVI.
INSURANCE

It is the responsibility of Members to verify their own insurance coverage
and the coverage provided by their Exchange Partner, including auto,
property, and liability. You shall remain solely liable in the event that
your participation in an Exchange violates an agreement or policy with your
insurance provider.

XVII.
ARBITRATION AGREEMENT

When you have a problem or dispute with HomeExchange, you agree that you
will first give HomeExchange an opportunity to resolve your problem or
dispute. For avoidance of doubt, this Section XVII applies to problems or
disputes between you and HomeExchange arising from these Terms or our
Privacy Policy, and not any dispute between you and other Members or
Guests. You may send a written description of your problem or dispute to:
support@homeexchange.com. If for some reason your problem or dispute is not
resolved satisfactorily within sixty (60) days after HomeExchange’s receipt
of your written description of it, you agree to the arbitration provisions
below. We will make every reasonable effort to informally resolve any
claims, complaints, disputes, or disagreements that you may have with us.

To the extent permitted by applicable law, by agreeing to these Terms and
by using the Websites, you agree that any dispute between you and
HomeExchange, which arises out of or is related to these Terms or our
Privacy Policy and is not resolved satisfactorily within sixty (60) days,
shall be resolved by arbitration (“Arbitration”) conducted
by a retired judge of the superior court or an impartial person chosen from
a list supplied by the American Arbitration Association, to hear this
matter in New York County, New York, using the American Arbitration rules
of Commercial Arbitration (the “Applicable Rules”). The
Applicable Rules can be found at www.adr.org/commercial.

YOU AND HOMEEXCHANGE AGREE THAT ALL CLAIMS SHALL BE ARBITRATED ON AN
INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY
CLAIM OR CONTROVERSY OF ANY OTHER PARTY.

Either you or HomeExchange may seek any interim or preliminary relief from
a court of competent jurisdiction in New York, New York necessary to
protect the rights or property of you HomeExchange pending the completion
of Arbitration.

The Arbitration shall be conducted in English. The arbitrator will have the
power to grant whatever relief would be available in court under law or in
equity and any award of the arbitrator will be final and binding on each of
the parties. The arbitrator will not, however, have the power to award
punitive or exemplary damages, the right to which each party hereby waives.
The arbitrator will apply applicable law and the provisions of these Terms
(or our Privacy Policy, if necessary) and the failure to do so will be
deemed an excess of arbitral authority and grounds for judicial review. The
arbitrator's decision must include a written explanation and will remain
confidential.

If any provision of this agreement to arbitrate in this section is found
unenforceable, the unenforceable provision will be severed and the
remaining arbitration terms will be enforced (but in no case will there be
a class, representative or private attorney general arbitration).
Regardless of any statute or law to the contrary, notice on any claim
arising from or related to these Terms must be made within one (1) year
after such claim arose or be forever barred. For purposes of this Section,
these Terms and related transactions will be subject to and governed by the
Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA). Furthermore, this
section shall not prevent any party from seeking provisional remedies in
aid of Arbitration from a court of appropriate jurisdiction.

This section shall survive any termination of the Websites. In the event
that the arbitration provisions above are found not to apply to you or to a
particular claim or controversy, either as a result of your decision or as
a result of a decision by the arbitrator or a court order, you agree that
any claim must be resolved exclusively by a state or federal court located
in New York County, New York. You and HomeExchange agree to submit to the
personal jurisdiction of the courts located within New York County, New
York for the purpose of litigating all such claims or controversies.

Arbitration Opt-Out.
YOU HAVE A RIGHT TO OPT-OUT OF THIS ARBITRATION AGREEMENT. IF YOU DO NOT
AGREE TO THIS MANDATORY ARBITRATION PROVISION WITH REGARD TO ANY PARTICULAR
INTERACTION WITH THE PLATFORM, THEN WITHIN THIRTY (30) DAYS FROM THE DATE
OF SUCH INTERACTION, YOU MAY OPT-OUT OF THIS PART OF THE AGREEMENT BY
SENDING AN EMAIL TO support@homeexchange.com. Any opt-out received after
the thirty (30) day time period will not be valid and you must pursue your
claim via Arbitration pursuant to these Terms.

The parties shall be bound by the results of the Arbitration and the
Arbitration result shall be final. You agree to service of process by email
to the email address you register with the Websites. The parties shall
initially both bear their own costs of the Arbitration. The prevailing
party in any action arising out of or relating to this Agreement shall be
entitled to recover costs, expert witness fees, attorneys' fees and
arbitrator's fees. VOID WHERE PROHIBITED.

The Websites and its contents are intended to comply with the laws and
regulations of the United States HomeExchange reserves the right to limit
the provision of its services to any person, geographic region, or
jurisdiction and/or to limit the quantities of any services we provide. Any
offer for any service made on the Websites is void where prohibited.

XVIII.
GOVERNING LAW

These Terms and our Privacy Policy shall be governed by and construed in
accordance with the laws of the State of New York, U.S., without respect to
its choice of law principles.

If a dispute arises between any Member or Guest regarding the Websites or
the services of the Club, any legal action will be brought exclusively in
New York County, New York, United States of America.

Notwithstanding the foregoing, as a consumer, you will benefit from any
mandatory provisions of the law of the country in which you are resident.
Nothing in these Terms affects your rights as a consumer to rely on such
mandatory provisions of local law.

XIX.
SEVERABILITY

If any part of these Terms is illegal, invalid, unenforceable, or
prohibited in any respect under any applicable law or regulation, such
provision or part thereof will be deemed to not form part of the contract
between us. The legality, validity, or enforceability of the remainder of
these Terms will remain in full force and effect.

XX.
NO WAIVER

No failure or delay by HomeExchange in exercising any right, power or
privilege under these Terms will operate as a waiver thereof, nor will any
single or partial exercise of any right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right,
power, or privilege under these Terms.

XXI.
HEADINGS

The headings in these Terms are for convenience only and have no legal or
contractual effect.

XXII.
ASSIGNMENT

The Club may assign its rights to this Agreement without your consent or
notice to you. You may not assign these Terms without the prior written
consent of HomeExchange.

XXIII.
MODIFICATION

The Club reserves the right to amend, remove, or add to these Terms at any
time with or without notice; however, the date on which these Terms have
been last updated shall be reflected at the top of this document. Any
modification shall be effective immediately. Please review these Terms of
Use whenever accessing or using this site.

XXIV.
ENTIRE AGREEMENT

These Terms (including the Privacy Policy) constitute the entire agreement
between the Club and you with respect to the subject matter hereof and
thereof. These Terms (including the Privacy Policy) supersede all prior or
simultaneous representations, discussions, negotiations, letters,
proposals, agreements, exchanges, and understandings between you and
HomeExchange with respect to the subject matter hereof and thereof, whether
written or oral.

XXV.
CONTACT US

If you have any questions or concerns about these Terms, please contact us
by email at support@homeexchange.com or write us at: